


Finished

by romanticalgirl



Category: Buffy the Vampire Slayer
Genre: F/M
Language: English
Status: Completed
Published: 2014-02-02
Updated: 2014-02-02
Packaged: 2018-01-10 20:48:40
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 14,394
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1164365
Author URL: https://archiveofourown.org/users/romanticalgirl/pseuds/romanticalgirl
Summary: <blockquote class="userstuff">
      <p>Originally posted 2000</p>
    </blockquote>





	Finished

**Author's Note:**

> Originally posted 2000

Crossing one leg over the other, Giles leaned against the doorway of his office. Willow sat on his desk, one of his many texts on her lap. He stared at her for a moment, his emotions wavering between worry and affection.  
"I thought, after your confession last week, that you would have at least asked."

She started and shut the book quickly. A soft, pink flush highlighted her cheeks. "Well…I thought that since you knew I'd looked…well, I figured that you'd have put them somewhere I couldn't get to them if you'd been really mad."

"Not mad, Willow." He walked into the office. Resting his elbow on the top of the file cabinet, he placed his chin against his hand. "Disappointed."

She looked down at her hands, trying to pretend the casual reprimand didn't hurt. "I don't want to disappoint you."

"So why are you here? Again?"

She set the book aside. "I'm not doing anything with what I read, Giles. I just want to know more and understand it. I want to be a help to you, which I was with the whole Ascension information."

"Yes, you were. But there are things in these books that are far too powerful for someone of your limited experience to try. I know you want to help Buffy. But you're not going to do any of us any good if you start getting too deep into magicks you can't control."

"I don't want to control them yet. I just want to know what's out there. How can I decide the course I want to go with my powers if I don't have all the information?"

"Willow," he moved over and sat next to her on his desk. He set his hands on either side of him, his left almost touching hers. "I, better than anyone, know what it's like to get a taste of magic and want more. I know what the consequences of those desires are as well. You were there, you should understand."

"That's why I'm being so careful. I would never attempt to try one of these."

"As long as you thought you couldn't handle it. Right?" His green eyes stared at her until she nodded slightly. "And what if you make a mistake of how much you can handle and it spirals out of control? What if you call up another demon like Eyghon or something much worse? You saw the havoc your doppelganger created."

She sighed. "I know…I just…" She touched the embossed leather cover. "I want to know what's out there. I want to have the knowledge so that I can learn and grow. I want to be able to do more than just hack into files and get knocked unconscious."

"I know you do. And that need - that desire - however well intended will be your undoing. You're overwhelming wish to help can be exploited, used against you." He gathered up his courage and took the small hand next to his. Squeezing it slightly, he smiled down at her. "I care far too much about you to let that happen. There are a lot of bad people in the world, Willow, not all of them demons. Some of them just want to use you."

Small thrills of electricity, coming from his warm touch, were running up her arm. She nodded in response.

Giles was trying to let her go. He hadn't meant to touch her. Hadn't meant to do anything to jeopardize the friendly, casual working relationship that they had between them. But he also hadn't counted on how strong the feelings would be. "Let me supervise your learning. Just let me know what you're going to be studying and I'll feel better." The words were coming out of his mouth. He could hear them. He just wasn't sure exactly how his brain was still working.

His thumb was rubbing small circles onto the back of her hand. He couldn't stop staring at their joined hands. Something about touching her was almost hypnotic.

"As…as long as I tell you…?" She looked up at him, noticed he was watching their hands and looked down at them as well. "You'll help me?"

"Supervise you. I'll supervise you." He finally managed to pull his hand away and quickly got off the desk. Facing away from her, he took a deep breath. "I have some things to do this afternoon, but perhaps this evening or tomorrow we could start?"

She was shivering, despite the heat coursing through her body. "Maybe tonight. Maybe…maybe I'll come by." She hopped off the desk and picked up her book bag. She turned when she reached the door and smiled shyly at him. "Thanks. For not being mad."

He nodded and watched her leave. What the hell had happened? What had been a purely innocent attempt to entice her away from the darker, heavier magicks had ended up leaving him winded and shaky. He looked out the office door, making sure she was gone.

Willow leaned on the lockers near the library, struggling to catch her breath. What was that? Her heart was pounding and her breath was almost nonexistent. It didn't make any sense. This was Giles. Giles. Her mentor, her teacher, Buffy's Watcher. He wasn't anything other than that.

Was he?

She pushed away from the wall and went to her locker to get her books. She needed to go somewhere to think and clear her head. Somewhere far, far away from the library.

***  
"Hey Wills!" Xander practically shouted. "Wanna dance?"

She shook her head, knowing there was no way he'd hear her over the pounding music. He shrugged and bopped back out to the floor to join Buffy. She looked down into her soda and sighed. As far as Giles went, this was about as far from the library as she could get. She tried to visualize him in here, enjoying this music and couldn't do it.

Damn it. She was thinking about him again.

Getting off her chair, she walked out to where Xander and Buffy were endangering the lives of several classmates. Swaying slightly to the music, she joined them, laughing at their frantic movements. This was where she should be. This was where her head should be. She smiled up at Oz on the stage and then turned back to her friends.

She could stop thinking about him.

She was almost sure of it.

***  
Giles rubbed his tired eyes and glanced up at the clock. After midnight. He should really get home and get some sleep. It was late. She wasn't coming. He'd known that at ten. He'd known it at eleven. But some faint hope that she'd show up kept him there at his desk, his ear straining for the faintest sound of her.

This was ridiculous. Thinking of Willow in these terms was absurd. She was his charge, his protégé, his helper, his assistant, his…well, she was a lot of things to him. None of which explained why the slightest touch of her sent his blood singing through his veins.

It was all because of that damn hug.

He'd regretted it the moment he'd done it, but he hadn't been able to stop himself from enveloping her in his arms when he'd realized she was alive. He'd spent the half hour after Buffy and Xander had come to the library trying to imagine what his life without her would be like and he hadn't been able to picture it. It was the same dark, black nothingness that had followed Jenny's death.

But when she'd walked in and been human…it was as though his eyes had opened again. But he never expected…even after that quick glance at her in the leather, that it would lead to this.

"And what is this, exactly?" He asked himself softly. Something in him wanted to hold her again. Something in him wanted to never let her out of his sight. And something in him wanted to kiss her fiercely, holding her supple, naked body to… "Jesus Christ," he muttered. "I've turned into a pervert."

He slammed the book shut and grabbed his coat. He was going home. There was no more debating, no more waiting. If Willow wanted a lesson, she was just going to have to wait until tomorrow when he was in a much more stable frame of mind.

Tomorrow, after a couple of cold showers and a night of masterbatory fantasies.

He pushed open the library doors and stopped, staring at the redhead in front of him.

"Hi."

***  
"Hello, Willow. I didn't expect that you were coming. I figured that you weren't. I was just on my way home." His mind reminded him of what he'd been on his way home to do and he felt his body respond. His eye roamed over her, as if he were seeing her for the first time.

She was dressed in a simple, dark green camisole top covered by a gauzy, long sleeved, see-through ivory shirt. Her black skirt was short and her long legs appeared to be bare. Her shoulder length hair seemed to shimmer, even in the dim lighting of the hallway.

"I should let you go then. You're probably tired." She stepped back. "We can talk about magic tomorrow."

"We," he cleared his throat. "We could stay. If you're not tired. If you're tired we should postpone. You should be focused to do any kind of research on magic. Otherwise, you're in a very malleable state. You could be influenced or…seduced."

"Like Darth Vader." She wanted to kick herself. Yeah. Why don't you bring up a pop culture reference to separate you further, she thought. And why are you worried about separating yourself? "Being seduced by the dark side."

He smiled, "I have seen Star Wars, you know. I'm not that completely out of touch." You had to bring up touching, didn't you Rupert? He wanted to touch her. More than he'd ever wanted anything before. He had to get out of here. "I could drive you home?"

Willow nodded. "That would be nice. It's late and dark and dangerous."

No more dangerous than being alone with you, Giles thought. "Right. Shall we?"

***  
The air in the car was thick with tension. Willow sat in the passenger's seat biting her lower lip. Giles glanced over at her and sighed. "Will your parents mind you coming home so late?"

"Oh, no. They're out of town until morning."

Giles barely suppressed his groan, clearing his throat to cover the noise. She looked over at him, concern in her eyes.

"Are you okay? You're not getting sick, are you?"

An image of her, nursing him to health filled his mind and he cursed under his breath. What the hell was wrong with him? How was he supposed to be around her if all he could do was imagine her in the most compromising of positions? "No. Just a tickle, in my throat."

"Oh." She nodded and stared out her window at the road. "Giles?"

"Yes?"

"I'm not really tired. Do you think you could come in and show me some magic? New stuff?"

"No."

She seemed startled at his abrupt response. Her shoulders hunched and she turned away from him. "Okay."

"Tomorrow will be soon enough." He pulled to the curb in front of her house and left the car idling. "Shall I walk you to the door?"

"Oh no, I can manage. Goodnight, Giles."

The car door shut and he watched her as she walked up to her doorway. The subtle sway of her hips forced the groan from his lips. He had to stop this. This was Willow, for God's sake. She flashed her light after she was inside and he pulled away.

He pressed the gas pedal down and sped home. This was all getting too far out of hand.

***  
Willow lay in bed and stared up at her ceiling. Emotions were swirling like a maelstrom inside her. What was going on with her and Giles? Why was she suddenly unable to look at him without wondering what it would be like to touch him or kiss him? Why couldn't she stop thinking about him?

She turned over and buried her face in her pillow. This was all wrong. She should be obsessing over Xander and Oz. Not Giles. She sighed and squeezed her eyes shut, desperate to fall asleep.

***  
Giles fell back onto his pillow, exhausted. The cool sheet beneath him felt good against his warm body. He closed his eyes, still seeing her in his mind. He knew he should get out of bed. He should get up, take another cold shower and clean himself up. He should stop thinking about her.

He should do all those things. Instead, he drifted off to sleep.

***  
Willow walked into the library and looked around. Something wasn't right. She set her books on the table and peeked into the office. "Giles?"

Warm hands landed on her hips and his reply was warm against her ear. "Yes?"

She leaned back against him, letting her body rest against his. "I was wondering where you were."

"Right here," he whispered, his lips moving along the smooth skin of her neck. "Unless you'd rather there was someplace else I should be?"

She shivered as his tongue darted out, teasing along her earlobe. She tilted her head more and he kissed his way down her neck until he reached the neckline of her shirt. His hand slid up her arm until it reached the material and he gave it a slight tug, exposing more of her creamy flesh.

Willow let out a little whimper and pulled away from him. She turned around, surprised at his attire. He was wearing a tight, white T-shirt and tight jeans. "You look…different."

He stepped toward her, his whole demeanor predatory. "Different how?"

"Less Giles-y and more…grrr."

"Grrr?" a smile quirked the corner of his mouth. "Would that be good?"

"Um, yeah." She nodded, backing up all the while. He kept advancing and she found herself backed up against the wall of his office. He placed his hands on either side of her head and smiled down at her hungrily.

He removed one hand, letting his fingers trail down the front of her shirt, slipping casually between her breasts. She gasped and arched her back slightly, pushing her body away from the wall and closer to his exploring fingers.

Catching the bottom of her shirt, he lifted the material and slid his hand underneath it. His hand stroked her stomach, his thumb rubbing the swell of her breast with each smooth circle. Leaning in, he brushed his lips across hers. "You might want to find something to hang onto, Love."

Before she could respond, he sank to his knees and pushed her skirt up to her waist. He smiled slyly as he slipped the wisp of pink lace down her legs, guiding it over her shoes. Breathing deeply, he pressed his lips to the soft mound of dark red curls, his tongue dipping down to brush against the warm cleft beneath it.

"G…Giles," she breathed.

He smiled and used his thumbs to open the heated flesh. His tongue dove in, tasting the hot fluid of her excitement. She shivered above him, her knees trembling. Pulling away, he looked up at her. Her palms were pressed flat to the wall and she didn't seem quite stable. "Should I stop?"

She shook her head vehemently. "No. No stopping. Stopping would be a bad thing." She opened her eyes to look at him. "Giles…? What's happening between us?"

"Well," he got to his feet and pressed his body to hers, his erection hard against her stomach. "I don't know for sure, but if things go the way I'm hoping, I'm going to be buried deep inside you very soon."

He caught her as her knees gave way, carrying her over to the small couch. He lay her down and stepped back. He quickly unfastened his belt buckle and unbuttoned his jeans. Her eyes surveyed him hungrily as he discarded his clothing. Leaving the jeans on but unbuttoned, he pried his shirt off, exposing his muscled and scarred chest.

Her indrawn breath spurred him into action. He kicked off his shoes and slowly slid his jeans and briefs down his legs. Standing, he smiled down at her. Her eyes were glazed with passion, her tongue kept darting out to moisten her lips, and her hands were slipping beneath her skirt.

"Oh no, Love. My job." He caught her hands and pulled them away. He slid his hands beneath her bottom and lifted her, pulling her skirt down. He guided it off her legs and tossed it and her shoes aside. Willow managed to sit up as he disposed of her clothes and reached out to touch his erection.

Giles moaned aloud as her small, warm hand encircled his cock. She touched it tentatively, stroking the length of it. Giving him a quick look, she licked her lips and slid the tip inside her mouth, sucking at it lightly. His hips thrust forward and she pulled away. "I'm sorry."

"Sorry?" He grabbed the bottom of her shirt and pulled it off of her. Her breasts - small yet firm - were free of any lingerie and he couldn't help but stare. They were the color of cream, topped by two dark, hard nipples. He touched one softly, chuckling quietly as the tip hardened further. "There's nothing to be sorry about, Willow." He sank to his knees once again and met her gaze.

"I don't understand any of this, Giles."

"Do you want it to stop?"

She shook her head, not needing to think. Her fingers danced along his cheek. "No. I…I want you…inside me."

He guided her back down onto the couch and moved to lie beside her. His hands began exploring, encouraging hers to do the same. The feel of his fingers sent warm shivers down her spine directly to the building heat between her legs. She whimpered quietly.

"Love, I'm sorry, but I don't know that I can last much longer," he slipped his hand between her thighs, coaxing her legs apart. His finger traced the outline of her lips, before sliding inside the wet passage. He pulled his hand away and brought his finger up to his mouth.

Her body was grinding against his, begging for release. He pressed softly on her shoulder, guiding her back onto the couch. Moving between her legs, he pressed the tip of his penis to her tight opening. She fought for breath, her whole body straining for him. "Rupert? Please?"

Giles groaned and pushed inside her. He filled her, her wetness coating his shaft. He stopped as he felt the firm pressure of her membrane. Taking a deep breath, he kissed her softly. "I love you…"

"WILLOW!"

Willow jerked awake, flinching in the sunlight.

"Willow! Wake up! You have to get ready for school."

She was still panting for breath, partly from her abrupt awakening, but mostly from the hot ball of sexual frustration in her stomach. She glanced at her alarm clock and smiled. She had some time. She closed her eyes, struggling to recapture the dream as her hand slipped down to the slick, wetness of her clitoris. She applied soft pressure, her fingers moving in a slow lazy circle when her bedroom door opened.

"Willow? Get up, honey. You've got to go to school."

Willow let out a quiet cry. How was she supposed to go to school, much less face Giles, when all she could think about doing was forcing him to finish what he started?

***  
Giles snapped his alarm off, cursing the morning. He'd barely slept, haunted by vaguely remembered dreams of Willow doing amazing things to him. Although, to his immense frustration, none of them seemed to come to fruition. He gazed down at his raging erection. He looked at the clock, deciding if he had enough time to rid himself of it.

The knock on the door changed his mind. Wrapping a robe around his nude body, he made his way downstairs. Buffy stood in the doorway, tapping her foot impatiently. "I waited for you for an hour. We were supposed to train at 5 o'clock. It's now six thirty."

"I'm sorry…I must have forgotten."

"Are you okay, Giles? You look tired."

He rubbed his stubbled chin, "I am. I didn't sleep well. Let me shower and dress and we'll go to the library to practice."

She shrugged and walked into his living room. "Okay. Can we stop by and pick up Willow on the way?"

His body responded and he clenched his fists. How was he supposed to do this? He couldn't even hear her name without wanting her. "That…that shouldn't be a problem. Why don't you call her and tell her we'll be there in twenty?"

He made his way up the stairs, trying to get his thoughts in order. Trying to get them to think of anything other than how much he wanted her. He shed his robe after he shut the bathroom door and stepped into the stall. Turning the water on, he stepped into the icy spray and bit back a scream.

***  
Willow waved as the car approached, walking down to the curb. Buffy got out. "There's some stuff crammed in the back, do you think you could squeeze between us?"

"It's a stick shift." She reminded her.

"I know. But you could sit with it between your knees…" Buffy shrugged and smiled. "Sorry. I didn't know he had stuff in the car."

Willow shrugged as well and climbed in. She slipped her leg next to Giles', pressing it against his as she settled into the car. Her mind was spinning, the ache of her arousal still with her. His body, so warm and near, was decidedly not helping.

Buffy followed her into the car, forcing her even closer. Willow bit the inside of her lip and pressed her thighs together, wanting nothing more than simple relief from the warm tension in the pit of her stomach. She tried to think of anything other than him, running math problems and visions of Principal Snyder naked through her head in an effort to not imagine Giles' body naked and slipping inside her.

Giles moved his hand to shift into first, brushing her breast lightly with his arm. He heard her emit a soft sound and glanced quickly at her. She was staring straight ahead and looked to be in pain. He gripped the stick shift and forced it away from her. They started moving and he guided it into second.

And nearly ran them off the road. The soft, warm flesh of her thighs surrounded his hand and the heat her body was giving off seemed to bathe his skin. Without thinking, he reached out a finger and brushed it along the material of her skirt.

"Oh."

He pulled his hand away quickly, placing both of them on the steering wheel.

Buffy looked quickly at them both, wondering why Giles was driving like an idiot. He was swallowing and blinking rapidly, his hands gripping the steering wheel tightly. "Are we going to be in second gear all the way to school?"

He and Willow both nodded furiously. "Yes."

Buffy raised her eyebrows and looked away, "Okay. Wake me when the weirdness is over."

***  
They pulled into the school parking lot much later than anticipated. Giles put the car into park, closing his eyes as he moved the stick shift into neutral. Willow let out a slow breath she hadn't even been aware she was holding. He pulled his hand away, brushing the top of her thigh briefly before snatching his hand back. "Shall we?"

He climbed out and shut his door. Buffy struggled with the handle on the passenger's side, muttering a soft curse. "Giles, your door's stuck again. We'll have to crawl out his side, Wills."

Willow nodded, not trusting her voice. Her body was shivering slightly as she pushed the door open. Giles stopped and looked back. Seeing his door open, he returned to the car. "Door stuck again?"

"You could get a new car. I think that would be a good thing," Buffy told him.

He shook his head and held out his hand to Willow. She grabbed it, easing her right leg over the gear shift. She scrambled out and he gave her arm a gentle tug. She tripped over the lip of the car and tumbled into his arms.

She tried to straighten, feeling the hard press of his thighs against her. Oh God. That wasn't his thigh. She attempted to move back, only to find his arms on her biceps, holding her still. She looked up at his surprised face. "I'm sorry."

"Sorry?" He smiled down at her, desperate to keep the desire off his face. "There's nothing to be sorry about Willow."

She pulled away in shock. She forgot the feel of his cock against her stomach, instead imagining the feeling of it in her mouth, thrusting forward as it had in her dream. "I have to go. Bye." She rushed off toward the school, leaving her book bag lying on the ground at his feet.

Buffy climbed out and looked at him then at Willow's books. "What's up with Willow today? She's acting a little strange."

He cleared his throat and bent to pick up her books, adjusting his erection as he bent over. "I have no idea. Can you take these to her, or shall I?"

The bell rang and she shrugged. "That would mean you."

"Where is she?"

"Study hall."

***  
Willow sat at her desk, staring out the window. She'd dropped her books at Giles' feet, but there was no way she could face him at this point. It had been all she could do not to make a fool of herself. Her overwhelming desire had been to wrap one leg around his and rub his erection against the burning heat between her thighs.

A soft knock at the door caught her attention as the teacher moved over to answer it. She blushed a deep red when she saw Giles standing there, holding her book bag. "Miss Rosenberg left this in the library. I was wondering if you could return it to her?"

"Of course, Mr. Giles. Thank you." She took the bag from him and shut the door.

But not before Giles saw her, her face flushed, her lips parted and her eyes focused on him. Blood surged to his cock as he hurried back to the library, trying to get away from her eyes.

***

Wesley was puttering around the main room of the library as Giles entered. "Ah, Mr. Giles, I expected you here with Buffy this morning. Is everything all right?"

"Rough night," he muttered as he pushed past him into his office. "I pushed her practice back to this afternoon. If that's all right with the council."

Wesley nodded, surprised by the attack. "Of course. I'll just…research."

"Wonderful. I'll be in my office. Try not to get kidnapped or anything, I've got some important things to finish up and won't have time to rescue you." He shut the door and sank onto his chair. Wonderful. The annoying prig was here, so he'd have no relief at all. His erection was straining against his pants, the bulge in the material hidden only by his coat.

He picked up the book Willow had been looking at the day before. Relatively harmless stuff in this one, although it did lay the groundwork for more serious spells. Spells that he'd promised to work with her on. He groaned softly. How was he supposed to guide her through her magic training when all he wanted to do was bury himself inside her?

He leafed through the pages, startled when he heard the peal of the bell followed by the scurry of students as they rushed through the halls. He looked down at his watch, surprised when he heard voices from the library.

"Hello, Wesley."

Oh Gods. Willow.

"Oh, hello, Miss Rosenberg."

"You can call me Willow. Pretty much everybody does. Is…is Giles here?"

"Yes. He's in his office. Not in a very good mood. I think he's jealous."

She giggled softly. "I'm sure that's it."

"Are you going to be here for a bit?"

"I have some net-surfing to do, so I should."

"Wonderful. I have some errands to run. I wonder if you could keep an eye out for Buffy and let her know that I want a full report on last night's activities."

"Sure. I'll tell her when I see her."

"Wonderful. Thank you, Miss…Willow."

Giles slumped toward his desk. He was alone in the library with Willow. His muscles tightened at the thought. What was he going to do?

The knock was soft, followed by her peeking in the door. "Hello, Giles."

"Willow."

"I was wondering if now was okay for you helping me with my magic?" She frowned slightly. "But it's okay if it's not…okay."

"It's fine." He straightened. "Why don't you come in and shut the door so that we'll remain uninterrupted."

She did as he asked, slipping inside the small room and sitting on the couch opposite him. He remembered, just vaguely, that she'd been in a very similar position in his dream last night. She placed her hands on her knees and waited, her fingers drumming nervously.

Giles looked her over, noticing her outfit for the first time. She was wearing the same sweater she'd worn the night they'd met her doppelganger. The night she'd dressed in that tight, constricting leather that so perfectly showcased her firm breasts. He shook his head and cleared his throat. "Well, where should we start?"

"Well, you're in charge. What do you want me to do?"

Now, there was a loaded question. He pulled the book he'd been thumbing through off his desk and onto his lap. "We could start with what you were looking at last night." He reluctantly got off his chair and moved over to the couch next to her. She jumped slightly as his leg brushed against hers. "Sorry."

She shook her head and took half of the large tome on her lap. He allowed her to flip through the pages until she found what she'd been looking for the night before. "I was reading this." Her long finger tapped the page.

He closed his eyes briefly as she relaxed her hand. He was sure he could feel the warm pressure above his cock, even through the book. "I see. Transposition." Clearing his throat, he struggled to continue, trying not to touch her. "Well, why don't you tell me what you think you know?"

"It's something like taking the aspects of something or someone and giving them to someone or something else. It can be used as a disguise or, in extreme cases, in transporting the spirit of someone. It's kind of like what I did for Angel. Sort of."

He nodded. "And what do you see as the dangers?" He looked at her, watching her lips as she spoke, wondering what they would feel like on his bare skin.

"Well, the person doing the spell is the channeller, so if something goes wrong and the spell doesn't work, they could be stuck with the aspects of whatever they're trying to switch. So, if I were trying to give Xander some of your intelligence, I could get stuck with something of each of you."

He turned slightly so that he was looking at her fully, the entire length of his shin pressing against her thigh. He lay his arm across his lap, hoping it was enough to cover his erection. Even though more of him was touching her, it was a little easier to breathe. "Or?"

"Or I could get stuck with you inside me." He couldn't stop the moan from escaping his lips. Willow looked at him, concern in her eyes. "Are you okay?"

"I can't…" he pushed the book to the floor and reached for her, pulling her onto his lap. His hand tangled in her hair, guiding her head back as his lips found hers. She gasped beneath him, her lips parting. Taking advantage of her surprise, his tongue worked its way between her lips. The heated cavern of her mouth was like a haven for him. He explored it with his tongue, exploring the inner surfaces of it before tangling his tongue with hers.

Willow moaned in response, her hands slipping under his jacket, tentatively creeping up his back. She pressed her body closer to his, her breasts rubbing gently against his chest.

He pulled away from the kiss and stared down at her. Her eyes were closed, her lips swollen from their passionate contact. He touched her lips softly, surprised when she kissed his finger. "Willow…"

"Don't stop?"

A surge of desire ran through him and he kissed her again. His hand began a soft pattern of caresses as he stroked her body from shoulder to thigh. She moved her hand from his jacket and raised it instead to tangle in his hair.

He moved his hand to touch the swell of her breast, the fuzziness of the sweater not hiding the hard peak of her nipple from his palm. He caught his breath as it hardened further under his attentions. Arching her back, Willow's body pressed even harder against his, her thigh rubbing his already substantial erection.

He pushed her gently away from him, guiding her off his lap. She frowned, obviously confused. He shook his head silently. With a trembling hand, he caught the edge of the fabric of her sweater. He rubbed the soft material between his fingers before taking a deep breath and lifting it over her head. She squirmed out of it, dropping her hands to her lap.

Her skin was like cream. He stared at her, taking in the expanse of skin sloping down to her pert breasts hidden by the lacy fabric of her bra. He licked his lips, wondering what she'd taste like.

Her hands moved behind her back, unhooking the clasp. He watched in fascination as the fabric loosened. She held it to her as she met his eyes. "There's more…if you want some?"

His whole body shuddered as he lay her back on the couch. He worked the bra from her arms and tossed it aside. He looked at her for a long moment, fascinated by the dark pink nubs topping her creamy breasts. He reached out and touched one, his thumb stroking the hard tip. She cried out softly and moved beneath him.

A slow smile spread across his face as he lowered his head to capture her other nipple in his mouth. Her cry this time was louder and deeper. The sound was an elixir in his blood as he licked, sucked and nibbled on the supple flesh. His thumb continued to torment the other nipple while her small body shook from the sensations.

Her hips moved beneath him, grinding against his pelvis. His groan reverberated against her skin and he struggled to remove his clothes. Shrugging his jacket off his shoulders, he unbuttoned his shirt quickly, practically ripping his tie in an effort to remove it. Her hands slipped beneath the soft cotton and he thanked the powers that be he'd been running late and forgotten to wear an undershirt.

She kneaded his chest like a cat, rubbing the rough hair with her fingers and palms. He pulled away from her, standing so that he could remove his slacks. She grabbed the waistband of her skirt and pushed it down her thighs.

He stopped what he was doing to stare at her body. She was beautiful. He let his eyes roam over her figure, memorizing every inch of her. When he looked at her face, she was staring at him. Well, at the open fly of his slacks.

Giles smiled and finished undressing; feeling her eyes on him the entire time. Her gaze was like fire as it traveled over his body. He knelt down in front of her, one of his legs between both of hers, one on the floor supporting him. He trailed his fingers up her thigh where he'd touched her this morning before sliding them between her legs.

She arched her back, inviting him to enter her. He coaxed soft, mewling moans from her as he ran his fingers lightly over her clitoris. With each brief touch, she thrust forward, as if trying to capture his hand. When her moans turned to desperate whimpers, he removed his hand and pressed the sensitive tip of his cock to her wet opening.

He pushed forward slightly, the waves of heat radiating off of her body pulling at him, begging him to move deeply inside her. He braced himself and gazed into her green eyes. "I want to be buried deep inside you."

"Giles?"

He woke up, startled, jerking into an upright position. He blinked quickly, adjusting his eyes to the dim light of his office. "What?"

Willow was almost sure her insides had melted. His voice had been rich and thick, husky with sleep. "You were sleeping."

He started to stand, realizing he couldn't with her in the room. His erection was pressed tightly to his slacks, betraying exactly what he'd been dreaming about. He placed his arm across his lap. "I see."

"You…you were talking in your sleep." She blushed.

"I did? What did I say?" The dream came back to him in a detailed rush and he realized what he must have said. "Never mind."

Willow wanted to cry. She'd almost gotten her dream out of her mind, although her body still seemed to remember it in vivid detail. But that simple sentence had brought it all back. He'd said the same thing in her dream. Her eyes widened. He couldn't have been dreaming about…

"What did you need, Willow?"

"Oh, um, Buffy's running late."

"Buffy."

Willow felt her chest tightened in pain. The soft way he'd said her best friend's name hurt. Suddenly, she knew who he'd been dreaming of and she wanted to cry. "Yes. Buffy."

He looked up. Her voice was hard and sad at the same time. Without thinking, he shook his head. It was as though he knew what she was thinking. "It wasn't Buffy." His warm hand caressed her cheek, his mind telling him all the while that he was on very dangerous ground.

Willow glanced down at his erection then back up at his eyes. "It's always Buffy."

"No. It's not. You don't realize it, but you have so much potential. I see so much deep inside you," he couldn't stop his hand from touching her, moving from her cheek to the delicate skin of her neck. Suddenly, what he'd said and what he was doing occurred to him and he practically fell off his chair scrambling away from her.

Her eyes widened at his words and she pulled back at the same instant he did. "I…I have to go."

He nodded his agreement, not even realizing she was long gone.

***  
Willow sat numbly on the bench in the locker room, unaware of everything going on around her. Her whole body was wound as tightly as a spring and she felt like she would jump out of her skin at any moment. What was happening to her? This was worse than when all their nightmares had come true. Now it seemed that Giles was intent on quoting directly from the most vivid sexual dream she'd ever had.

"Hey, Wills." Buffy sat next to her and smiled. "Not participating today?"

"I'm not feeling well. I thought if I looked sick enough I could get out of class."

Buffy looked her over. "You do look a little pale. I hope it's not something going around. I was just in the library and Giles was white as a sheet." She opened her locker, not noticing the horrified look on Willow's face. "Speaking of sheets," she giggled. "I have to tell you about what happened last night with Angel…"

Willow clasped her trembling hands together as Buffy recounted, in incredible detail, her night with Angel. The words were like daggers in Willow's tentative control on her hormones. Buffy's voice called up images from her dream and more that she hadn't even known about. She pictured herself on her hands and knees, Giles sliding his…

"Buffy, I have to go." She stood up, practically slamming her head into the locker door. "I have to go."

"Wills, are you okay?"

She shook her head vehemently. "No. Not okay. I can't…" She had to find a bathroom soon. She had to lock herself in a stall and get rid of this horrible throbbing between her legs. Her whole body seemed to vibrate in tune with the ache in her clitoris. She wanted to find a quiet, locked spot where she could just relieve all this pressure and crumple into a quivering mass of spent excitement.

Actually, that was option number two. What she really wanted to do was lock herself in Giles' office and take him on his desk.

Buffy took her friends arm and led her into the teacher's office outside the gym. "Mrs. Becker, Willow's not feeling well, I'm going to take her to the nurse's office, okay?"

"The nurse is out today, Buffy. Could you take her someplace else?" The instructor looked the other girl over. "She does look bad."

"I'll take her someplace quiet and let her sleep. Thanks Mrs. Becker."

Buffy sat Willow down and ran back into the locker room for their books. She came out and held out her hand. "Come on, Wills. We're taking you someplace quiet."

"I can walk." She stood on shaky legs. While Buffy had been gone, she'd tried desperately to think of something - anything - other than Giles but hadn't been able to manage it. Her whole mind and body were consumed with him.

Buffy shook her head and put Willow's arm around her shoulders. "You're shaking like a leaf. I think you must have a fever. I'm not going to let you fall on your butt." She guided them down the hall, both book bags on one shoulder, Willow on the other. She stopped outside the double doors to the library. "Come on."

Willow's eyes widened. "I can't go in there."

"What? Don't be ridiculous, Willow. It's the quietest place on campus." Buffy nudged open the door with her foot and guided her friend inside. She led her to the table and helped her sit down. "Besides, if you're sick, who better to look after you than Giles? I mean, okay, his job is to look after me, but you're my friend, so he can make you feel better." Seeing Willow's look of worry and mistaking it for skepticism, she shrugged. "Besides, I can get this in as a workout session now, so I don't have to do it this afternoon."

Willow buried her head in her arms. She needed to get up from this chair and hide in the stacks so that she didn't have to see him. She needed to go hide in the stacks and be alone and get rid of this ache. She heard the muffled conversation behind her, his rich voice carrying easily to her. No, she needed Buffy to go the hell away and let her be alone with Giles.

Squeezing her eyes shut, she tried to concentrate through the haze of lust. Why was she feeling this way? Why was she, all of a sudden, lusting after Giles like some crazed woman? He and Buffy walked out of the office and she watched him as he moved to the book cage. He was walking stiffly, and she realized he was still fighting his erection.

He was sexy. But it was more than that, she realized. Giles had become a close friend, a confidante, a mentor, a…he'd become so much to her. Shock registered on her features as he loosened his tie before removing it. Oh God. She was in love with him. She let out a soft groan.

"Wills? You okay?" Buffy came to her side. She touched Willow's shoulder gently. "You want to go lie down?"

"No," she whispered. "I'm fine." She wasn't fine. She was never going to be fine again. Even if Giles did want her, if that dream had been about her, there was absolutely no way he could be in love with her. She looked up at him as he lay his jacket, tie and oxford shirt on the chair across from her. Their eyes met and Willow felt the warm sensation in her stomach build again. No way.

***  
Dodging Buffy's blows was something one did with every ounce of concentration one had. He knew that. He knew that doing anything less than paying full attention to an attacking Slayer was inviting a very long night of soaking one's wounds. But that didn't stop him from thinking about Willow.

He'd informed Buffy that it was dangerous to have her be around while they did their sparring. She could get hurt accidentally. Besides, if she were sick, it would be foolhardy to have her so close to Buffy where she might catch something.

He'd been insistent. He'd been completely rational.

Then Buffy had said Willow needed them. And he'd been lost.

The thought that she might need him, that she could ever need him, had brought his erection back to full force. He'd wanted to scream, knowing he'd have to walk across the library to the cage and she would, after their encounter earlier, most definitely look directly there.

But she needed him.

He'd come to realize as he sat in his office after Buffy's brief visit that had followed Willow's abrubt departure, that he was feeling far more than lust for the hacker. He'd decided to figure out how he could get Willow out of his life before he lost control like he'd come so close to doing earlier in his office. He'd struggled to find a way he could function without her constant presence in his library, in his life.

He'd failed miserably.

He was completely, blindly, stupidly infatuated with her. No, he shook his head; he was in love with her. Of all the people in this whole sodding world, he had to fall in love with his Slayer's best friend who happened to be less than half his age and had two boys her own age in love with her.

Christ.

Buffy's blow landed solidly. He clutched his stomach and fell back. Right. Buffy. Think about helping your Slayer stay alive. He fought back, putting all of his frustration - emotional and physical - into his attacks. Buffy's eyes widened briefly then she smiled and stepped up her offense.

Willow watched him, her eyes following his movements as well as memorizing the lines of his body. She marveled at the muscles beneath the undershirt that seemed so easily hidden beneath the layers of tweed. She let out a soft sigh and both participants looked at her.

"Oh, don't stop."

Giles' mind was suddenly consumed with the image of her beneath him, her lips swollen from his kisses. He moved toward the table, needing to be near her when Buffy landed a solid roundhouse kick against his jaw. Willow yelped as he crumpled to the ground and scrambled to his side, beating Buffy by several seconds.

He lay on the floor, his eyes closed. "I don't know that I can last much longer…"

Buffy leaned down, trying to find out if he was okay, but Willow shoved her out of the way. Grabbing his jacket off the chair, she rolled it into a pillow and placed it under his head. Her hands were roaming over him, checking to make sure he was all right. Buffy glanced at her, confused.

"I hit him in the jaw, Will."

Willow glanced down at her hand, resting lightly on his thigh very close to his erection. His growing erection. She blushed and pulled away, refusing to look at either of them. "I thought he might have hurt himself on the way down."

Giles managed to sit up, brushing off Buffy's helping hand. "I can do it. Why don't you run ahead, Buffy. I need to discuss something with Willow." He glanced at his Slayer, seeing the slightest glint of suspicion in her eyes. "About studying her magic. We'd made arrangements for tonight and I may have to reschedule. I feel like I've been kicked by a mule."

"And I thank you." Buffy pouted.

"I didn't say you were one, I said you kicked like one. And I meant it as a compliment." He leaned back against the table leg.

"Well, here's a word of advice, Giles. When complimenting a lady, never compare her to a farm animal." She stuck her tongue out at him and left the library in a huff.

Willow giggled nervously and touched his arm. "Would you like some help up?"

She really needed to learn to ask less loaded questions, he decided. "Certainly." He put his arm around her shoulders; sure he was making a huge mistake. Touching her was like setting himself on fire. He struggled to his feet, nearly pulling her down on top of him. "You might want to find something to hang onto," he suggested.

Willow sank to her knees beside him. "Stop it."

He looked at her concerned. She sounded as though she were near tears. "Willow?" He brushed her hair back, needing to see her eyes. "Are you crying?"

"Stop saying things from my dream." Her green eyes burned into his. "I can't take it anymore." She moved forward, unconsciously, pressing her body to his. The hard tips of her nipples pressed against the thin cotton of his shirt and her lips found his.

He groaned low in his throat and wrapped his arms around her. One rubbed her lower back, pulling her forward onto his lap while the other buried itself in her fiery tresses. His tongue dove between her lips and he devoured her mouth. All their mutual frustration seemed to flare to life in the kiss as they bit, nibbled, sucked and tasted every nook and cranny they could find.

Finally, Willow pulled away breathlessly. Her green eyes were smoky with passion as she looked at him, her chest rising and falling in time with his.

Giles swallowed gulps of air, trying to get his body under control. He clenched his hands into fists, willing himself not to touch her again. "Uhm…" She licked her lips repeatedly and he found he could look nowhere else. "Uh…Wi…"

"Mr. Giles?"

Willow was off his lap in an instant, moving as far away from his as she could in the short time she had before Wesley stopped looking at the book he was reading. She tried to get to her feet, but found she didn't have the strength.

Giles cleared his throat, "Yes?"

"I was…" Wesley looked up and noticed them both on the floor. "Is everything all right?"

"Minor earthquake," Willow said quickly. "Didn't you feel it? Maybe…maybe it was a Hellmouth tremor." She nodded her head rapidly. "Like you thought, Giles."

He grasped the table and stood, staring at her with hungry eyes. "Must have been. You…you should get back to class, Willow."

Longing seemed to radiate off of her as she stood. He took a step toward her and she shook her head. If he touched her now, she was going to go up in flames. She had hoped, during their explosive kiss, that some of the day's tension would be released, but instead she was aching with the need to have more than just a taste of him. "All right."

"We'll see you after school?" Wesley asked.

"After…"

"You said you'd help with the computer?" He smiled at her. "If you don't mind."

"Of course not." She looked away from Wesley, turning to Giles. "I'll see you after school."

***

Xander gave Willow a strange look. She was sitting on the edge of her stool, her face flushed. "Are you okay, Wills?"

She jumped, nearly falling off her chair. She'd been sitting on the edge of it, trying to build up the courage to rub her aching clitoris against the hard wood. "I'm fine."

"I can't believe Wesley is making us help out in the library today."

"You're helping?"

"Yeah. Wesley promised me pizza if I helped." Xander's eyes lit up. "I figure for pizza, I'm helpful for about an hour. Then I'm gone. No matter what."

"Unless Cordelia comes in?"

"Well, then I might be there a bit longer."

Willow sighed, feeling the now familiar ache of unrequited lust surging up inside her. She was never going to get him alone.

***  
Giles struggled not to punch the younger Englishman. "You what?"

"I invited Xander and Willow to join us after school. They're going to help with some research and I offered to buy them pizza. Xander said you often did that."

He forced himself to breathe normally. It was for the best. It was inviting disaster to be alone with her. He should be thanking Wesley, not wanting to throttle him. "I did. Yes. It's a fine idea." He walked into his office and sank down at his desk.

It was ridiculous. She wanted him. He could accept that. He was having a difficult time believing it, but he could accept it. But to be alone with her and, as much as he wanted it, let her act on that wanting would very likely be the death of him.

He was in love with her. And to have a taste of her and then have to let her go… And he wouldn't be able to let her go in small measures. He'd have to get her the hell out of his life before he allowed it to build into an obsession. And there was no way he could do that. She was Buffy's best friend. She was her support system. So she was off limits.

He looked down at his desk, noticing the picture of Buffy and her two original Slayerettes that they'd given him for Christmas one year. He touched the soft curve of her face through the glass and sighed.

How the hell was he going to get out of this?

***  
Buffy leaned over Willow's shoulder and glanced at the computer screen. "Feeling better?"

"Yeah."

"You still look pale."

"I'm fine, Buffy. Really." She smiled at her friend. "But Wesley might not be." She nodded over to where Xander was asking Wesley some very pointed questions about Cordelia. "You might want to save him."

"Do I have to?" Buffy sighed and headed over to break the two men up.

Giles walked out of his office and cast a quick glance at the gathering by the circulation counter before heading over to the table. Willow smiled up at him. "Don't worry, we put away all the important books before we let Xander eat any."

He smiled distantly and she noticed he was staying as far away from her as he could. Her heart sank. She'd hoped that he'd felt the same way. She'd hoped he'd at least wanted her, even if he couldn't love her. But now he didn't seem to even want to be near her. "Thank you."

"There's more…if you want some."

He looked at her, his eyes wide behind his glasses. "What…what did you say?"

"There's more pizza."

"No. What did you say? Exactly."

"I…I said there's more if you want some." She looked concerned, her green eyes dark. "Did I say something wrong?"

Giles was dumbstruck. How could he have missed it? She was saying things from his dream and earlier she'd admonished him for saying things from hers. "No. No. You didn't. I think you and I…I think we should talk."

She got up from the table and walked over to him. She took his tie in her hand and held him in place. "Talk?" She searched his face. "I don't want to talk, Giles. We talk all the time. I want more."

"We need to talk."

"I could kiss you right now, in front of everyone." She threatened lightly.

"Then we'd never be alone, would we?" He pulled his tie from her grasp. "We'll talk." He tried to sort out his thoughts, finding it increasingly difficult with her so close to him. He didn't think it was supernatural. Perhaps, if anything, it was fate. This was fate's way of forcing him out of Buffy's life. This was fate's way of telling him that he needed to really step down as Watcher and move on. He looked into her eyes and wanted nothing more than to lose himself in them.

Willow noticed the seriousness in his eyes and let herself hope. Maybe he did love her. Maybe they had a chance. She turned around, her hands behind her back. She casually took a step back, pressing her hand against his erection. "You guys, I just remembered, I overheard Snyder on the phone today talking to someone about Faith. I think there may be trouble brewing."

Wesley forgot his argument with Xander and hurried to get his coat. "Are you coming, Mr. Giles?"

"No. You're Watcher. I'll stay here." He ignored Buffy's look, struggling not to grind himself against Willow's hand.

"You comin' Will?" Xander asked.

"No. " She shuddered lightly as Giles took a step forward and pressed himself more firmly into her grip. "No, I think Faith is off limits where I'm concerned. Right?"

Xander blushed, embarrassed to be reminded. "Right. Let's go, Buffy."

The three were barely out of the room when Giles grabbed her arms and spun her around, meeting her eager lips with his own.

***  
Willow felt her knees go weak as he kissed her. His arms wrapped around her, supporting her light weight as, once again, they lost themselves in the passion between them. He pulled away suddenly, letting her go. She stumbled and he caught her hand, guiding her into his office and locking the door behind them.

"We need to stop doing that."

"You did it that time." She sat on his desk in the same place she'd been when this all started. He moved towards her, stopping when he reached her knees. She parted her legs, inviting him to come closer. "What's happening between us, Giles?"

"I…I'm not sure. But I don't think there are any supernatural forces at work." He stood still, knowing if he took a step forward, he would be lost. "I…I've been feeling things…for you, since the other day."

"The feeling is mutual." She moved forward slightly. "I dreamed about you last night." Her chest was tight with emotion. "I've been thinking about you all day."

"As have I, but I think it's more than…" he sighed. "I'm going to leave Sunnydale."

For the first time in nearly two days, the sexual tension drained out of Willow. "What?"

"I can't stay. This is just the universe's way of telling me it's time to step down and leave town. I can't…I don't know that I can control myself around you. No, I know I can't if today was any indication. And if I can't control my…desires, then…"

"You want me?" She asked quietly.

He looked up at the ceiling in despair. "Gods, yes. I want you more than I've ever wanted anything or anyone. But I can't…" he looked back down at her tear-filled eyes. "I can't just have you once and then leave you alone."

"Who said we had to stop at once? Giles, I want you…I love you…"

"You don't love me." He wanted to believe her. His heart sang with her words, but he knew it was simply her desires speaking. "You and I…we can't be, Willow. It's that simple."

"So why are we here alone?" Tears still filled her eyes, but anger glinted behind them. "If you're so fucking noble and have to run away, why am I here, locked up alone with you?" She sniffled, trying to keep herself from sobbing.

He couldn't help himself. He tilted her chin up with his thumb and swallowed hard. "Because I can't leave without this." He bent his head, capturing her lips in a gentle kiss. His mouth molded to hers, caressing her lips before his tongue parted them and dipped inside.

He tasted the saltiness of her tears on her lips and hated himself for making her cry. He gathered her into his arms, finally stepping between her parted legs. She wrapped them around him, pulling him hard against her.

The warm flush of tension returned to Willow in full force as his cock pressed against her through the thin material of her skirt. She ground her pelvis to his, whimpering against the kiss.

He tried, halfheartedly, to pull away, but couldn't force himself to do it. He wanted this; he wanted her too much to back away now. And if he was going to leave, he wanted one perfect memory to take with him. He broke away from the kiss and looked down at her. "I want you, Willow. So badly."

"And I want you, Rupert."

His knees went weak and he quickly pulled his chair over and sank onto it. "I can't."

"You can't?" She hopped off the desk and turned the chair to face her. "Why not?"

"I have to go."

"Why? Because you want me?" She shook her head. "I don't believe that. We're both adults. We both smart enough that if all you wanted was sex we could do it with no one the wiser."

"I have to leave." He refused to look at her, knew that if he did he would be lost.

Willow grabbed his chin and made him meet her eyes. "Why."

"Because I'm in love with you, damn it! And you're more than half my age and a minor and every other thing that could possibly make you off limits. Including too young to know your own mind."

She slapped him soundly across the cheek then promptly sat on his lap and kissed him. "I'm sorry. Oh, Rupert, I love you too."

He pushed her away, making sure she stood. He got off the chair before he gave into the sweet temptation of having her touching him. "You don't love me. You're too young to know what love is."

"How dare you presume you know what I'm feeling." She started to slap him again but he caught her hand. She glared at him, struggling to free her hand. "You are an ass."

"You're right. How nice that you won't have to put up with me anymore." He dropped her hand, all the fight gone out of him. "Go home, Willow."

She stared at him for a long moment. "Fine. Goodnight, Mr. Giles. And goodbye."

***  
Willow sat on her bed staring down at her stuffed animals. He thought she was a child. He thought she couldn't possibly know what was in her heart. She blinked back her tears and sighed. Maybe he was right. Maybe it was lust. After all, hadn't it just started recently?

She thought back, remembering how she'd told Buffy and Xander that she thought the new librarian was cute on Buffy's first day of school, before they'd known anything about vampires. She thought about all the late nights the two of them had spent together researching and talking. She thought about the night they'd tried to banish James' spirit from the school and he'd had to save her from being sucked into the stairwell. She thought about how they'd tumbled down the stairs together and he'd been so close to her.

She pulled out her journal and leafed through it. Every page, since the first day they'd met Buffy had some mention of Giles in it. Every day, in the middle of obsessing about Xander or Oz or even Malcolm, she'd mentioned Giles.

"I've been falling in love with him since I first met him," she whispered softly. Suddenly, her world seemed to fall into focus right before it fell apart again.

He was leaving. He was leaving Sunnydale. He was leaving her.

She grabbed her journal and her coat off her bed and bolted from the room.

***  
He poured himself a drink and downed it in one swallow. He no longer felt the pressing need for physical satisfaction, so he flopped down on the couch. He kept replaying her last sentence in his mind. He kept seeing her face, so hurt and betrayed.

But he was doing the right thing. It didn't matter that he loved her. It didn't matter that one simple hug had brought his world crashing down on him. He sighed. It had nothing to do with fate, and he knew it. It was him. He was afraid to love her.

"Well, kind of a moot point now, Rupert," he scoffed at himself. "You've been in love with her for ages, you just haven't had the balls to admit it."

He'd realized it on the way home. It had had nothing to do with the hug really. It was, very simply, she'd managed to work her way into his heart just by being herself. So similar to himself yet so different. He wanted to protect her and love her.

He knew she was too young. He knew there was no possible way for this to work. Her family would refuse to allow him to see her, he could be jailed. He could be miserable without her. He got off the couch and picked up the picture he'd brought home.

Remembering the words he's spoken to Xander and Buffy, he smiled. She was truly the finest of all of us. She was a maze of contradictions. Smart, yet innocent. Shy, yet bold. Funny, yet serious. Young, yet old.

He lived on the Hellmouth. He was a Watcher. He loved her. He looked up into the mirror above the fireplace, wondering how she saw him. Could she love him? This was Willow. She could do anything.

He offered up a small prayer to whatever gods were listening and grabbed his jacket off the back of the couch. Propriety and dignity be damned. Only one thing mattered.

He loved her.

***  
Willow raised her hand to knock just as the door to his apartment opened. They stared at each other for a long moment, neither sure of what to say. "I brought my journal."

He nodded, stepping back to allow her to enter. "I was just on my way to see you."

"Well, I don't want to listen to you right now. I'm still mad at you." She stood in the entryway, leaning against the door. "I want you to look at this." She held out the journal. "I want you to read it and then we'll talk."

He took the book from her and walked into the living room. It was a leather bound journal, embossed with her initials. "I feel a little awkward, invading your privacy."

"It's my privacy. I want you to invade it." She watched him sit on the couch and wandered into the kitchen to give him time. She pulled herself up onto the kitchen counter and swung her feet slowly. The apartment always felt so barren to her. The library was his home.

Twenty minutes later, he stood in the doorway, leaning against it. He set her journal on the table and crossed his arms over his chest.

"Did you see?"

He nodded.

"Do you see?"

"Willow," he held up a hand as she started to speak. "I think we both know that this didn't just start now. It's been building between us since we first met," he paused. "I'm not leaving." He reached up to massage his temples. "I'm a coward."

"No you're not." She whispered.

"I am. I was going to run away, rather than face up to what is happening between us."

"But you didn't…you aren't." She tilted her head. "What is happening between us, Giles?"

"Apparently, we've been falling in love, without even knowing it." He smiled at her, his green eyes sparkling. "I wanted to deny it. I wanted to pretend it was just lust, because lust fades. I knew, if I loved you, I'd never be able to walk away."

"And if I didn't love you, you weren't willing to take that chance. So you just believed that I didn't?"

"I couldn't let myself believe that you did. I couldn't risk…I love you, Willow."

"And I love you, Rupert." She slipped off the counter and moved easily into his arms. "I know you're afraid. I am too." She looked up at him. "But I trust you with my life…and my heart."

The familiar sexual tension was building between them, but this time it was tempered with a different sort of need. He touched her face, smoothing his thumb along her cheekbone. "There are more complications in this one moment than in most people's entire lifetimes."

"I'm pretty sure that, if we can stop the world from ending on a regular basis, we can keep this a secret for a little while." She leaned into his caress. "Can I ask you for something? And make it all a little more complicated?"

"What's that, Love?"

"I've been aching to have you inside me since yesterday afternoon. I've had the most frustrating day of my entire life, walking around perpetually on the edge of an orgasm. Rupert…will you please take me to bed?"

He laughed aloud, his voice rich and thick. "I'm hoping we can make it that far." He swept her up into his arms and headed for the stairs.

***  
Willow was making it very difficult for Giles to carry her upstairs. As they left the kitchen, she wrapped her arms around his neck, and pressed soft kisses under his earlobe. He groaned, "Willow, stop that this instance."

"Why, don't you like it?" she whispered as she slid her tongue along the curl of his inner ear. He nearly dropped her and his body shook with longing. Giggling, she moved her kisses to his jaw. "I'm assuming that moan is an affirmative answer?"

Giles removed his arm from under her legs and let her slide down his body. She felt his erection hard against her stomach as his hand slipped under her sweater and pressed her more tightly against his body. Wrapping her legs around his waist, she rubbed herself against him, her eyes shining into his.

To keep from falling to the ground and taking her right there, Giles turned and sat down on the stairs. He moved swiftly to claim her eager mouth. He felt the tip of her tongue run across his lips, before slipping back into her own mouth. He slid his tongue in after hers and groaned as she sucked him deeper inside.

Willow gasped for air as they broke apart. "Wow."

He couldn't help but chuckle. "Wow, indeed." He slid forward so he was balanced on the very edge of the stair. "Now, do you promise to behave long enough that I can get you up the stairs and into bed?"

She moved her hips slowly, deliberately. "I don't want to wait."

"Trust my experience with this one, Willow, you don't want to have sex on the stairs." He hooked his arms around her waist and stood carefully. "The bed will be far more comfortable."

She arched her back, pressing her breasts tantalizingly close to his mouth. "Whatever you say. Rupert."

He groaned harshly, the sound of his name on her lips like an aphrodisiac. He climbed the steps quickly, sighing with relief as he made it to the landing. Easing her body into a standing position, he slid his hands under her sweater, lifting it up over her head.

Willow felt her body flush as he moved her away from him so that he could appraise her. She instinctively raised her hands to cover herself, only to find them caught in his and pulled down to her hips.

"Don't. Let me look at you." She ducked her head shyly, as he smiled appreciatively. "You're lovelier than I dreamed."

She looked up, surprised. He brushed her full lower lip with his thumb as the rest of his hand gently caressed her face.

"Why are you so surprised, Willow?"

"I didn't…you've seen…I like that you think I'm beautiful." She blushed an even deeper red.

"Very beautiful." His hands smoothed over her shoulders, down to her lace covered breasts. His breathing was erratic, catching in his throat as his hands took liberties he'd never imagined he'd be afforded. He trailed feather light touches over the hard tips, so dark even through the lace. One hand slipped between the two soft mounds and snapped the front hook of her bra.

Willow took a deep breath as he moved the lacy material away from her skin. Her nipples hardened even more, throbbing in the cool air of the apartment. He was gazing down at her, looking as though he'd never seen anything like her. Taking advantage of his stupor, she moved her hands up and loosened his tie. She slipped it from underneath his collar just as his hands began massaging the tender flesh he'd exposed.

"Rupert," she breathed, straining forward for his touch. She fumbled with the buttons on his shirt, wanting the offending fabric off of him so that she could rub her aching nipples against the rough hair of his chest. Her fingers moved rapidly, almost frenzied as his warm, practiced hands stroked and massaged her, tweaking and teasing the hard tips, leaving her whole body squirming in need.

She tugged the shirt free of his slacks and moved his hands away from her so that she could rid him of it. Once the oxford had joined her sweater and bra on the ground, she practically clawed at the undershirt, needing it off of him.

Giles pulled the thin cotton over his head, barely remaining standing as her arms encircled him and she began rubbing her chest against his. The contrast of hard nipple and soft skin on his heated flesh was overwhelming. He gathered her into his arms again and walked them into the bedroom.

Willow's nails dug into his shoulders and she raked her breasts across the expanse of his chest, her whole body shivering with every stroke. With barely held control, Giles pushed her back from him and looked at her. His body ached for her. He knelt in front of her reverently, ignoring her startled look. He ran his fingers along her legs, sliding up under her skirt to the soft satin of her panties.

"I'm going to finish undressing you," he whispered as he guided the material down her legs.

She nodded, her eyes closed as she relished the feel of his hands on her flesh. "Oh. Okay."

A smile quirked the corner of his mouth. He lifted one foot from the floor, easing the shoe from her foot before helping her step out of the material. Setting the foot on the floor, he repeated the gesture with the other one.

This close to her, he could smell the deep, musky scent of her arousal. It seemed to come off of her in waves, and he longed to do nothing more than bury himself in her. Raising his trembling hands back up to her waist, he lowered her skirt to her ankles so she could step out of it. She moved, her knees trembling, and sat down on the bed. "I…I guess I can't quite stand anymore."

"That's all right, love." He moved forward. "Why don't you just lie back for a bit, hmmm?"

She did as he asked, unsure of what he was planning, until the warmth of his breath caressed the tangle of curls between her legs. "Oh."

Her legs spread apart, welcoming his advances. He moved closer and blew a soft stream of air along the cleft of her sex. She let out a shuddering breath, the muscles in her thighs tensing at his sides. With infinite care, he brushed the tip of his tongue across her clitoris. Willow came off the bed at his touch, crying out as the sensation shot up her spine.

He continued his assault, his tongue tracing the swollen nub, giving her pleasure but no relief. She was whimpering softly, whispering his name in plaintive cries. He moved his hands from her thighs to the dark red lips of her sex. Parting them slowly with his thumbs, he moved his tongue away from her clit and slipped it inside her.

Willow's cries turned to mewls of pleasure as the tip of his tongue traced patterns on the sensitive walls of her wet channel. She arched her back, pressing down against his tongue, begging him with her body. Giles licked the taste of her off his lips as he pulled away, glancing up at her prone figure. She was tossing her head from side to side as the ache ebbed and flowed with his touch.

Her eyes opened and met his, glassy with passion and unfulfilled desire. He held her gaze as he slowly slid two fingers inside her, pushing against the tight walls of her vagina. Her breath was nothing more than harsh pants as he pushed deep inside her before pulling out of her. She cried out in protest as his fingers left her empty, sighing in satisfaction when he filled her again.

"Willow," he whispered against the pulsing pebble of her clitoris, "come for me?"

The warm rush of her orgasm coated his fingers and tongue, as he greedily tasted her. He could tell from the soft tremble in her limbs that her body was still far from satisfied, which suited his purposed wonderfully. He eased his fingers from inside her and stood on shaky legs.

He undressed quickly, not wanting to be away from her for longer than he had to. When he was naked, he gathered her into his arms and moved her onto the center of the bed with him. He brushed her hair away from her face and kissed the flushed skin. "Are you all right?"

She nodded. "I think so. But…"

He didn't have to ask what the "but" meant. Her body was rubbing against his, his cock caught between them. Her skin was smooth against his hardness, smooth but unfulfilling. "Don't worry, love. I'll take care of the ache you're still feeling."

She looked at him, her eyes full of love and trust. "Promise?"

"Promise." He rolled her onto her back and kissed her softly. She nibbled his bottom lip before sucking it into her mouth. He moaned happily as he positioned himself between her legs. He rubbed the tip of his cock along her opening, pressing it hard to her clitoris before moving it back down to the rosy pink lips of her sex. He parted them with the tip then froze, reality hitting him harshly. "Fuck."

"Okay," she nodded.

"I don't have…anything." He wanted to scream. He started to pull away, but her hands held his hips in an iron grip.

"I'm on the pill."

Relief flooded him, pushing away his concern as to *why* she was on the pill. He didn't want to know. He smiled, "You're sure?"

"I love you, Rupert."

He thrust forward, "And I love you, Willow."

The barrier broke before he had time to be surprised and she giggled softly as he filled her. They lay still for a moment, both reveling in the completeness of it. She looked up at him, surprised at the tears in his eyes. "Rupert?"

"Sorry, love. I just didn't realize it would feel this right."

She nodded, arching her hips toward him. "I'm told it gets better."

"No," he shook his head. "Nothing could ever feel better than you for the first time."

Willow touched his cheek, catching his tear on her finger. "Make love to me?"

"With pleasure." He moved his hips in a long, slow, circular thrust. She gasped as he pushed even deeper inside her then again as he brushed her clit as he pulled away. "Are you okay?"

"Never better."

"I'll change that," he promised, increasing the speed of his thrusts but not the intensity. She met him with every stroke; her eyes focused on where their bodies joined. His cock seemed to harden even more, knowing she was watching him love her. He closed his eyes, hoping this wasn't just another dream he was going to wake up from.

Her breathing changed and he realized she was fast approaching another orgasm. He met her eyes as he leaned down to kiss her. She wrapped her arms around his back, raising her body off the bed to stay locked in his embrace. She rubbed her nipples against his chest once more and he cried out, exploding inside her.

He felt Willow's body moving beneath his and knew he hadn't been the only one who'd lost control. He opened his eyes to stare down at the woman he loved.

Tears were running down her cheeks and he moved away from her, desperately afraid he'd hurt her. "Willow? Willow, love, are you okay?"

She nodded, sending more tears trailing across her face. "It was perfect," she whispered.

Tears of joy then. He pulled her to his body, wrapping her up in his arms. "It was."

***

Willow stretched lazily, feeling the warm rays of the sun beating down on her naked flesh. Her eyes snapped open and she quickly surveyed her surroundings. The room offered no clues, but the warm, golden flesh of the man next to her told her everything she needed to know.

He looked so peaceful in his sleep, as though he didn't have the weight of Buffy's life on his shoulders. She pushed a loose lock of hair off his forehead and smiled down at him. He'd given her the first time every woman dreams of, despite the exhaustion their denied tension had built within them. He'd loved her completely then held her as she cried.

She wondered who'd fallen asleep first.

One thing was for sure, she'd slept much better than she had the night before.

She continued stroking his hair, glowing gold in the bright, morning sun. He smiled and opened his eyes, meeting her green ones with shyness and love. How had she not seen the love there before?

"Good morning, Mr. Giles.

"Good morning, Miss Rosenberg." He chuckled and she felt her insides liquefy. "Sleep well?"

"Very." Her hand left his hair and moved to his chest. His nipples were already hard and she could feel the hard press of his cock as she moved closer to him, laying her body partially across his. "You?"

"I had the most pleasant dream. At least, it felt like a dream," he grabbed her hips and guided her so that she was lying on top of him.

"Why don't you tell me about it?"

"Better yet, Love, why don't I show you?" He raised his head and licked the fullness of her lips with the tip of his tongue. She wriggled forward, eliciting a moan from him, capturing his tongue in a kiss. He wrapped his arms around her, holding her to him, rubbing the sensitive tips of her breasts against the warm roughness of his chest.

Willow cried out softly and ground the soft red curls surrounding her sex against his cock. His body responded, arching forward to meet her hips. Managing to raise herself up onto her hands, Willow struggled into a sitting position.

Giles could feel the wetness on his cock as she slowly moved along the length of him. His eyes rolled back and he moved his hands to her hips. She smiled down at him, her eyes shining. "Help me?"

He removed one hand, lowering it to his cock. Rubbing the tip of it along her opening, he helped ease it inside her. She hissed as his unaccustomed length filled her, stretching the tight walls. He held himself still; an amazing feat in light of the sensations her body surrounding him was causing. But he forced himself to wait until she opened her eyes and nodded.

He held her hands as she found a comfortable rhythm, helping to support and guide her. With each downward stroke, she emitted a soft sigh of satisfaction that thrilled him to his soul. Finally, she released his hands, moving her own to tug gently at the short hairs on his chest.

Giles took her hips in hand once again and began speeding up the gentle thrusting. Her sighs changed into stuttering gasps as he buried himself inside her, impaling her on his shaft. Her hands changed from tugging to scraping along his chest, digging lightly into his flesh.

Willow felt her muscles clench and unclench as he pumped inside her, growing tighter and tighter as her orgasm grew closer. She whimpered softly, breathing rapidly, as she started to lose control. Giles smiled up at her, sensing that she would spiral over the edge soon. He fully intended to watch.

After all, that was his job.

She squeezed her legs together and he gasped as her slick passage tightened around his cock. She reached behind her and began rubbing the sensitive skin beneath their joined bodies. He struggled to breathe as her orgasm hit and her body trembled violently above his.

The warm wetness coated his penis and the tight muscles constricted even more. He shuddered beneath her, crying her name softly as he spent himself inside her.

Willow was breathing hard as she looked down at him, her hands still stroking his damp chest. "That was almost worth all the frustration I went through yesterday."

He cocked an eyebrow. "Almost?"

She looked sad, "You mean we're finished?"

Laughing, Rupert pulled her down on top of him and kissed her, "No, Willow, my love. Far from finished."


End file.
